Rule 462(b) Registration Statement definition

Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 2(a) hereof.

Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the time at which sales of the Shares and the Warrants were confirmed and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

Rule 462(b) Registration Statement means any registration statement filed with the Commission pursuant to Rule 462(b) under the Act (including the Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Registration Statement or any amendment thereto at the time it was or is declared effective); the term "Prospectus" means:

Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(i)(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, Athlon Energy Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer Apollo Athlon Holdings, L.P. By: Apollo Advisors VII (APO DC), L.P., its general partner By: Apollo Advisors VII (APO DC-GP), LLC, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President AP Overseas VII (Athlon FC) Holdings, L.P. By: Apollo Advisors VII (APO DC), L.P., its general partner By: Apollo Advisors VII (APO DC-GP), LLC, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. By: Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President By: Xxxxxxx, Sachs & Co. By: /s/ Xxxx Xxxxxx Xxxxxxx, Sachs & Co. For themselves and the other several Underwriters named in Schedule II to the foregoing Agreement. SCHEDULE I Selling Stockholders: Maximum Number of Option Securities to be Sold Apollo Athlon Holdings, L.P. 6,652,038 XXX XXXXXXXXXXXXXX XXXX, XXXXX 000 XXXXXXXX, XX 00000 AP Overseas VII (Athlon FC) Holdings, L.P. 5,847,962 XXX XXXXXXXXXXXXXX XXXX, XXXXX 000 XXXXXXXX, XX 00000 Total 12,500,000 SCHEDULE II Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 3,156,250 Xxxxxxx, Xxxxx & Co. 3,156,250 Barclays Capital Inc. 687,500 Credit Suisse Securities (USA) LLC 687,500 RBC Capital Markets, LLC 687,500 Tudor, Pickering, Xxxx & Co. Securities, Inc. 687,500 UBS Securities LLC 687,500 Apollo Global Securities, LLC 1,375,000 Scotia Capital (USA) Inc. 250,000 Xxxxxxx & Company International 250,000 Xxxxxxxx Inc. 250,000 Xxxxx Fargo Securities, LLC 250,000 CIBC World Markets Corp. 125,000 Evercore Group L.L.C. 125,000 Mitsubishi UFJ Securities (USA), Inc. 125,000 Total 12,500,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None

Rule 462(b) Registration Statement means any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of Shares.

Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the Registration Statement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Teekay Parties and the several Underwriters. Very truly yours, Teekay LNG Partners L.P. By: Teekay GP L.L.C., its general partner By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary Teekay GP L.L.C. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first written above. Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director By: UBS Securities LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director, UBS Investment Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director, UBS Securities LLC For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Firm Units to be Purchased Xxxxxx Xxxxxxx & Co. LLC 2,760,000 UBS Securities LLC 2,760,000 ABN AMRO Securities (USA) LLC 120,000 Credit Agricole Securities (USA) Inc. 120,000 Danske Markets Inc. 120,000 ING Financial Markets LLC 120,000 Total 6,000,000 SCHEDULE II Operating Subsidiaries and Ownership Name Owner Percentage Jurisdiction

Rule 462(b) Registration Statement means any registration statement filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the 1933 Act.

Rule 462(b) Registration Statement means any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations, and after such filing, the term "Registration Statement" shall include the Rule 462(b) Registration Statement; and "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(i)(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, Comverge, Inc. By: Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer [Selling Stockholders] By: Name: Title: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. XXXXXXX, SACHS & CO. XXXXX AND COMPANY, LLC RBC CAPITAL MARKETS CORPORATION PACIFIC GROWTH EQUITIES, LLC XXXXXXXX INC. By: Citigroup Global Markets Inc. By: Name: Title: By: Xxxxxxx, Xxxxx & Co. By: (Xxxxxxx, Sachs & Co.) By: Xxxxx and Company, LLC By: Name: Title: By: RBC Capital Markets Corporation By: Name: Title: By: Pacific Growth Equities, LLC By: Name: Title: By: Xxxxxxxx Inc. By: Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. Xxxxx and Company, LLC RBC Capital Markets Corporation Pacific Growth Equities, LLC Xxxxxxxx Inc. Total SCHEDULE II Selling Stockholders: Number of Option Securities to be Sold Total SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package SCHEDULE IV List of Persons and Entities Subject to Lock-up Agreements SCHEDULE V Foreign Qualification List EXHIBIT A